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CWCDAA Bylaws

Approved by a vote of the General Membership
Thursday, May 28, 2015

Article I: Name
The name of the corporation shall be the CALIFORNIA WORKERS’ COMPENSATION DEFENSE ATTORNEYS’ ASSOCIATION (hereinafter referred to as “the Corporation”).

Article II: Purpose
The purpose of this corporation shall be to bring together licensed attorneys who are actively engaged in the defense of workers’ compensation cases in California, to promote, improve and preserve the workers’ compensation system of the State of California, to promote the administration of justice within that system of workers’ compensation, to provide for the exchange of information, and to promote the continuing education of its members, employers, insurance carriers, and the general public, in that field.

No part of the net earnings of this corporation shall ever inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.

Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation except from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1954.

Article III: Geographical Boundaries
This corporation shall operate throughout the State of California.

Article IV: Membership
Section 1.0 - Membership. Membership of the CWCDAA shall be in accordance with Article IV of the Bylaws.

Section 1.1 - Full Membership. Full Membership is limited to attorneys, duly licensed, in good standing, and actively engaged in the practice of law in the State of California, who devote their practice to the representation of employers and insurance carriers in workers’ compensation defense litigation in California.

Section 1.2 - Associate Membership. Associate Membership shall be available to attorneys, duly licensed, in good standing, and actively engaged in the practice of law in the State of California. Associate members shall have all the rights and privileges of full membership, except they shall not be entitled to vote at general membership meetings nor serve as officers or Directors of the CWCDAA.

Section 1.3 – Doctor Membership: Doctor Membership shall be available to doctors duly licensed by the State of California, in good standing and engaged in the practice of medicine in the State of California. Doctor members shall have all the rights and privileges of full membership, except they shall not be entitled to vote at general membership meetings nor serve as officers or Directors of the CWCDAA.

Section 1.4 – Judge Membership: Judge Membership shall be available to any current or former Workers’ Compensation Appeals Board judge or commissioner. Judge members shall have all the rights and privileges of full membership, except they shall not be entitled to vote at general membership meetings nor serve as officers or Directors of the CWCDAA.

Section 1.5 – Vendor Membership: Vendor membership may be available to any vendors approved by the CWCDAA Membership Committee and deemed to be in good standing with the CWCDAA. Vendor members shall have all the rights and privileges of full membership, except they shall not be entitled to vote at general membership meetings nor serve as officers or Directors of the CWCDAA.

Section 1.6 – Student Membership: Student membership may be available to any law school student or law school graduate whom is not currently a member of the California State Bar. Student members shall have all the rights and privileges of full membership, except they shall not be entitled to vote at general membership meetings, serve as officers or Directors of the CWCDAA nor serve on any committees within the CWCDAA.

Section 1.7 – Membership Applications and Categories. All applications for membership may be subject to review and approval by the CWCDAA Executive Committee. In the event membership categories require re-classification or adjustment, such adjustments are to be approved by a majority vote of the Executive Committee.

Article V: Membership Fees, Suspension and Termination of Members
Section 1 - Membership Fees. All members categories listed within Article IV are required to pay such fees and dues as designated by the CWCDAA Board of Directors on an annual basis.

The fiscal year of the corporation, the time for payment of dues, and the term of membership shall be fixed by the Board of Directors. Membership on an annual basis shall be defined in accordance with the date the member joins the association.

No applicant shall become a member or associate member until his or her fees and dues have been paid in full.

Section 2 - Suspension or Termination for Failure to Pay Fees. Any member or associate member who fails to pay his or her dues within thirty (30) days from the due date thereof, automatically becomes a suspended member. A suspended member may not hold any office, serve as a Director, attend any meetings, or be entitled to any of the privileges of the corporation.

On failure of a member to pay his or her dues within sixty (60) days of the due date thereof, his or her membership terminates.

Section 3 - Suspension or Termination for Cause: Reinstatement. The right to suspend, expel or reinstate any member is vested in the Board of Directors by the member of the Executive Board. Any member may be so suspended or expelled for actions or conduct inconsistent with the purposes of or detrimental to the corporation. The determination of the CWCDAA Board of Directors is final.

Article VI: General Membership Meetings
General membership meetings shall be held no less than once a year at dates, times and places to be set by the Board of Directors. As used herein, the term “general membership meetings” expressly includes the corporation’s annual conference.

Additional meetings may be held as the Board of Directors shall determine from time to time.

Notices of each meeting, with agendas, shall be forwarded to the general membership not less than two weeks prior to each scheduled meeting. As used herein, the term “notices of each meeting” expressly includes promotional and registration materials for the corporation’s annual conference.

A quorum of the general membership for the purpose of voting on any matter shall consist of a majority of those members present at the time of the call for meeting. For purposes of this Article, “present at the time of the call for meeting” shall be either in person at the place of meeting or present through teleconferencing methods (Internet, email, etc) pre-approved by the CWCDAA Executive Committee.

Article VII: Board of Directors
Section 1.0 - Election. Effective January 1, 2016, the Board of Directors of the corporation shall consist of eight (8) Board members and the officers of the Corporation. At no point shall more than two (2) representatives from any one (1) firm actively serve on the Board of Directors. New members of which shall be elected by the membership at the annual meeting as follows: Commencing as of the annual meeting in November 2015, the Election Committee shall promulgate rules and procedures for elections of the open Board of Directors position(s). All terms shall be for two years, commencing on January of the year following their election. In the event a member of the Board of Directors should withdraw from their position, the remaining term shall either be served by an appointment made by the Executive Committee or shall remain vacant until their successor is elected. Board of Directors election shall be staggered in that 4 positions shall be up for nomination and election per year.

Section 1.1 – Election Committee. Effective upon approval of the Bylaws, the President shall appoint one member (who is not eligible for nomination to the Executive Committee) to serve as the Election chair. The Election Committee shall consist of the Election Chair, the Executive Director, and one other member not up for election or eligible for nomination in the given election year.

The Election Committee shall be responsible for promulgating election qualifications and nomination process (unless otherwise specified in these bylaws), subject to approval by the Executive Committee.

Section 2 - Nominations. Prior to the annual meeting, the Election Committee shall solicit nominations from the Full Membership for any and all open Board of Director Positions. Any nominations made by the Full Membership shall be reviewed by the Election Committee to ensure the nominee is qualified and compliant with the rules and regulations herein. Nominations must be made at least 90 days prior to the annual meeting in order for the nominee to be considered for election.

Section 3 - Qualifications. A nominee for Director must be a full member in good standing at the time of his or her election, and have been a full member for at least two years.

Section 4 - Removal. A Director may not serve while his or her membership is under suspension, but may continue in her term of office when reinstated.

A Director’s office automatically becomes vacant on termination of his or her membership.

The Board of Directors, by a majority vote, may remove a Director for conduct inconsistent with the purposes of or detrimental to the corporation. Any Director subject to removal shall have no vote in this process.

Section 5 - Vacancies. A vacancy occurring during an unexpired term of any Director shall be filled by appointment by the Board of Directors until the next immediate election.

Section 6 - Conduct of Business. Except as otherwise specifically defined by the Board of Directors, the Executive Committee shall conduct the business of the corporation and shall have full authority to act so long as such action is not inconsistent with the bylaws.

Section 7 - Meetings. The Board of Directors shall meet on the call of the President or a quorum of the Board of Directors. One half plus one of the total number (as Defined by the Bylaws) of the Directors shall constitute a quorum for the transaction of any business. The Board of Directors shall meet not less than two times a year. Any Director may select another Full Member to attend and participate on such director’s behalf at any meeting of the Board of Directors; any such Full Member shall have full authority to vote and act on behalf of the director for whom he or she attends the meeting. Directors may attend meeting via phone, video connection, internet connection or other electronic means.

Section 8 - Expenditure of Funds by Officers. The Board of Directors may designate officers authorized to expend funds on behalf of the corporation.

Section 9 - Appointment of Committees. The Executive Committee may appoint Standing Committees, consisting of at least three (3) members and no more than seven (7) members of the corporation, which shall make recommendations to the Directors and Officers of the corporation.

Article VIII: Officers
Section 1 - Number. The officers of the corporation are a President, President Elect (Vice President) [Maximum of 2 individuals], Secretary, and Treasurer.

Section 2 - Election. Effective as of the annual meeting in 2012, the officers shall be elected by the Board of Directors at the annual meeting. If such meeting is held prior to the end of the year, the Board of Directors shall, for the purposes of election of officers, include the newly elected Directors as well as those whose terms will expire at the end of the year. All officers shall serve one-year terms. The Vice President shall automatically become President for the year following expiration of his or her term as a Vice President, unless removed as an officer or unless his or her membership terminates. The Vice President Elect shall automatically become Vice President for the year following expiration of his or her term as a Vice President Elect, unless removed as an officer or unless his or her membership terminates.

Section 3 - Removal. An officer may not serve while his or her membership is under suspension, but may continue in his or her term of office when reinstated.

An officer’s office automatically becomes vacant upon termination of his or her membership.

The Board of Directors, by majority vote of all elected members, may remove an officer for conduct inconsistent with the purposes of or detrimental to the corporation. Any Officer subject to removal shall have no vote in this process.

Article IX: Duties of Officers
Section 1 - President. The President shall preside at all meetings of the corporation, shall be Chairman of the Board of Directors, and shall be Chairman of the Executive Committee. He or she shall discharge any duties the Board of Directors may require. The President shall be elected to a one year term, and must have served at least 3 years as an active Board Member prior to their election as President.

Section 2 – Vice President. The Vice President shall have served at least one year on the Board of Directors prior to the election to the position of Vice President. The Vice President shall attend meetings of the Board of Directors and Executive Committee Meetings, confer with the President and other officers and the Executive Committee, and, discharge the duties as required by the Board of Directors. The Vice President (whom will serve as president the following year) shall, in addition, conduct the annual conference.

Section 3- Vice President Elect. The Vice President Elect shall have served at least one year on the Board of Directors or alternatively have been a full member in good standing for at least three (3) years prior to election. The Vice President Elect shall attend meetings of the Board of Directors and Executive Committee Meetings, confer with the President and other officers and the Executive Committee, and, discharge the duties as required by the Board of Directors.

Section 4- Secretary. The Secretary shall give notice of all meetings of the corporation, its Board of Directors, and Executive Committee. The Secretary shall also give such other notices as may be directed by the corporation, the Board of Directors, the Executive Committee, or the President. The Secretary shall keep all records of the corporation, and shall perform such other duties as may be properly assigned to him or her. The Secretary shall be responsible for preparing the minutes of all Board Meetings and Executive Committee Meetings. In the absence of the Secretary at a Board Meeting or Executive Committee Meeting, the President or other officer of the corporation conducting the Board Meeting or Executive Committee Meeting shall appointment a Director at the meeting to be acting Secretary for the purposes of preparation of minutes of such meeting. The Secretary shall be elected to a two year term, and must have served at least 2 years as a Board Member prior to their election.

Section 5 - Treasurer. The Treasurer shall maintain the corporation’s checking account and shall report on the corporation’s revenues and expenses to the Board of Directors and Executive Committee, and, shall be responsible for all filings required by State and Federal laws. The Treasurer shall be elected to a two year term, and must have served at least 2 years as a Board Member prior to their election.

Article X: Executive Committee
The President, Vice President, Vice President Elect, Secretary and Treasurer shall constitute an Executive Committee which may take any action which may be taken or delegated by the Board of Directors, provided such action is not inconsistent with the bylaws or a resolution of the Board of Directors. In the event of a deadlock by the Executive Committee, the matter shall be submitted to the Entire Board.

Article XI: Application and Amendment of Bylaws
The corporation shall be governed by these bylaws approved by the general membership. The bylaws may be amended by a majority vote of the members present and voting at any general meeting.



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